finding that securities action was direct suit because “[i]t is clear from the stipulated facts and plaintiff's allegations that she does not seek to recover on behalf of the corporation for injury done to the corporation by defendants. . . . Thus, the gravamen of her cause of action is injury to herself and the other minority shareholders.”
How later courts described this case
- finding that securities action was direct suit because “[i]t is clear from the stipulated facts and plaintiff's allegations that she does not seek to recover on behalf of the corporation for injury done to the corporation by defendants. . . . Thus, the gravamen of her cause of action is injury to herself and the other minority shareholders.”
- holding that majority shareholders are fiduciaries with respect to minority shareholders and hold their "powers in trust”
- holding a plaintiff may bring a direct suit 23 against the corporation and its majority shareholder, even though the majority’s actions harmed 24 the company’s value
- holding that a suit against majority shareholders for decreased value of stock not derivative
Written by the judges who cited it.
Distinguished
Distinguished by Speirs v. BlueFire Ethanol Fuels CA4/3, 243 Cal. App. 4th 969 (2015)
93, 108 [81 Cal.Rptr. 592, 460 P.2d 464]), but these authorities are plainly inapplicable to warrant holders.
Distinguished by Oakland Raiders v. National Football League, 32 Cal. Rptr. 3d 266 (2005)
of reasons, Jones is inapposite.
The opinion
McCOMB, J.
I dissent. I would affirm the judgment in favor of defendants for the reasons expressed by Mr. Justice Shinn and Mr. Justice Moss in the opinions prepared by them for the Court of Appeal in Jones v. H. F. Ahmanson & Co., (Cal.App.) 76 Cal.Rptr. 293 .
The petition of the defendants and appellants for a rehearing was denied December 10, 1969, and the opinion was modified to read as printed above. Coughlin, J. pro tem., * sat in place of Mosk, J., who deemed himself disqualified. McComb, J., was of the opinion that the petition should be granted.
Assigned by the Chairman of the Judicial Council.